Common use of Borrower Cooperation Clause in Contracts

Borrower Cooperation. Borrower acknowledges that Administrative Agent, the Sole Lead Arranger or the Lenders may participate, sell or assign a portion of the Commitments to one or more Lenders, and in connection therewith, Borrower shall take all actions as Administrative Agent, the Sole Lead Arranger or the Lenders may reasonably request to assist in such efforts. Without limiting the generality of the foregoing, provided that the following does not alter the economics, Borrower shall, at the request of Administrative Agent or the Sole Lead Arranger (i) facilitate the review of the Loans, and the collateral for the Loans by any prospective Lender; (ii) assist Administrative Agent and the Sole Lead Arranger and otherwise cooperate in the preparation of information offering materials (which assistance may include reviewing and commenting on drafts of such information materials and drafting portions thereof); (iii) deliver updated information on Borrower, Guarantor, and the collateral for the Loans; (iv) make representatives of Borrower available to meet with prospective Lenders at bank meetings; (v) facilitate direct contact between the senior management and advisors of Borrower and any prospective Lender; (vi) use its best efforts to ensure that the efforts of Administrative Agent and the Sole Lead Arranger benefit materially from its existing banking relationships; and (vii) provide Administrative Agent with all information reasonably deemed necessary by it to complete the participation, sale or assignment successfully. Xxxxxxxx agrees to use commercially reasonable efforts to cooperate with the Administrative Agent, the Sole Lead Arranger and the Lenders, and to take such further reasonable action, in connection with documents and amendments to the Loan Documents as may reasonably be required to effect any such participation, sale or assignment, so long as such participation, sale or assignment does not alter the economic terms of the Loans.

Borrower Cooperation. Borrower acknowledges that Administrative Agent, the Sole Lead Arranger or the Lenders may participate, sell or assign a portion of the Commitments to one or more Lenders, and in connection therewith, Borrower shall take all actions as Administrative Agentcooperate with Lenders and use Borrower’s good faith efforts to facilitate the consummation of each Secondary Market Transaction including, the Sole Lead Arranger or the Lenders may reasonably request to assist in such efforts. Without limiting the generality of the foregoingwithout limitation, provided that the following does not alter the economics, Borrower shall, at the request of Administrative Agent or the Sole Lead Arranger by: (i) facilitate amending or causing the review amendment of the Loansany Loan Document, and executing such additional documents, instruments and agreements as may be reasonably required by Lenders in connection with the collateral for relevant Secondary Market Transaction, provided any such amendment does not affect the Loans by economic terms contained in the Loan Documents or otherwise increase in any prospective Lendermaterial respect Borrower’s, Guarantor’s or Operator’s obligations under the Loan Documents; (ii) assist Administrative Agent promptly and the Sole Lead Arranger and otherwise cooperate reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of information offering materials (a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which assistance may include reviewing and commenting on drafts of such information materials and drafting portions thereof)does not conflict with federal or state securities laws; (iii) deliver updated information on providing in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, as applicable (each, a “Disclosure Document”), a certificate certifying that Borrower has carefully examined those sections of such Disclosure Documents, as applicable, pertaining to Borrower, Guarantorits Affiliates, the Term Loan, and the collateral for Healthcare Facilities and that such sections (and any other sections reasonably requested by a Lender) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Loansstatements made, in the light of the circumstances under which they were made, not misleading; (iv) make representatives of Borrower available causing to meet with prospective Lenders at bank meetingsbe rendered such opinion letters reasonably requested by the Lender for the relevant Secondary Market Transaction; (v) facilitate direct contact between making such representations, warranties and covenants, as may be reasonably requested by a Lender for the senior management and advisors of Borrower and any prospective Lender; (vi) use its best efforts to ensure that the efforts of Administrative Agent and the Sole Lead Arranger benefit materially from its existing banking relationshipsSecondary Market Transaction; and (viiiv) provide Administrative Agent with all providing any other information and materials reasonably deemed necessary required in the Secondary Market Transaction. Borrower shall be responsible only for their own costs and expenses (including attorneys’ fees) and shall not be responsible for any third party costs and expenses incurred by it to complete the participation, sale or assignment successfully. Xxxxxxxx agrees to use commercially reasonable efforts to cooperate with the Administrative Agent, the Sole Lead Arranger and the Lenders, and to take such further reasonable action, Lenders in connection with documents and amendments to the Loan Documents as may reasonably be required to effect any such participation, sale or assignment, so long as such participation, sale or assignment does not alter the economic terms of the LoansSecondary Market Transaction.

Borrower Cooperation. Borrower acknowledges that Collateral Agent, Administrative Agent, the Sole Lead Arranger or the Senior Lenders and their successors and assigns may participate, sell or assign a portion of the Commitments to effectuate one or more LendersSubsequent Market Transactions, including any combination of the transactions described in SECTIONS 9.1.1 through and in connection therewith, including 9.1.4 above. Borrower shall take all actions as cooperate in good faith with Administrative Agent, Collateral Agent and Senior Lenders in effecting any such Subsequent Market Transactions, at no cost or expense to Borrower, and shall reasonably cooperate in good faith to implement all requirements imposed by any Governmental Authorities or rating agencies in any Subsequent Market Transaction. Such cooperation may include, without limitation, any Modifications to the Sole Lead Arranger Loan Documents necessary or appropriate to effect such transactions, as determined in good faith by Collateral Agent, including, without limitation: (A) the Lenders may reasonably request to assist issuance of Replacement Notes as provided in such efforts. Without limiting this SECTION 9.1; (B) the generality execution of supplements or amendments of the foregoingMortgages, provided Guaranties, and other Loan Documents as necessary to reflect that the following does not alter Senior Obligations guaranteed, secured, or otherwise supported by such instruments guaranty, secure or otherwise support the economicsSenior Obligations evidenced by any issuance of Replacement Notes or other Modifications reasonably necessary to accommodate the Subsequent Market Transaction; (C) delivery of jurats, Borrower shallacknowledgements, at and notarizations with respect to any Modified Loan Documents to be recorded or filed with any Governmental Authority, and cooperation in effecting any such recordations or filings; and (E) the request execution of Administrative such ratifications and acknowledgements from Guarantor and other Loan Parties as may be requested in good faith by Collateral Agent or Senior Lenders to reflect the Sole Lead Arranger continuing validity of the Guaranties and Collateral Documents, notwithstanding such Modifications described herein; provided, however, that Borrower shall not be required to Modify any Loan Documents which would (i) facilitate increase the review of the LoansPrincipal Balance, and the collateral for the Loans by any prospective Lender; (ii) assist Administrative Agent and increase the Sole Lead Arranger and otherwise cooperate in cumulative interest rate payable under the preparation Notes (subject to the definition of information offering materials (which assistance may include reviewing and commenting on drafts of such information materials and drafting portions thereofLIBOR-Based Rate); , (iii) deliver updated information on accelerate the Initial Maturity Date or eliminate or materially modify the right to extend the same, (iv) change the amortization of the principal amount of the Loan, or (v) Modify any other material economic term of the Loan, including, without limitation, the Senior Recourse Obligations. Borrower shall provide such information, and documents relating to Borrower, Guarantor, the Mortgaged Property, and the collateral Collateral as Collateral Agent may reasonably request in connection with such Subsequent Market Transaction. Collateral Agent shall be permitted to share all such information with the investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms involved with the Loan Documents of the applicable Subsequent Market Transaction. Borrower understands that the information provided by Borrower to Collateral Agent may ultimately be incorporated into the offering documents for the Loans; (iv) make representatives Subsequent Market Transaction and thus various investors may also view some or all of such information. Administrative Agent, Collateral Agent and all of the aforesaid third-party advisors and professional firms shall be entitled to rely upon such information, and Borrower available to meet with prospective Lenders at bank meetings; (v) facilitate direct contact between the senior management and advisors of Borrower and any prospective Lender; (vi) use its best efforts to ensure that the efforts of indemnifies Administrative Agent and Collateral Agent as to any losses, claims, damages or liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such information or arise out of or are based upon the Sole Lead Arranger benefit materially from its existing banking relationships; and (vii) provide omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information, or in light of the circumstances under which they were made, not misleading. Administrative Agent with all information reasonably deemed necessary by it to complete and Collateral Agent may publicize the participation, sale or assignment successfully. Xxxxxxxx agrees to use commercially reasonable efforts to cooperate with existence of the Administrative Agent, the Sole Lead Arranger and the Lenders, and to take such further reasonable action, Loan in connection with documents and amendments to the Loan Documents its marketing for a Subsequent Market Transaction or otherwise as may reasonably be required to effect any such participation, sale or assignment, so long as such participation, sale or assignment does not alter the economic terms part of the Loansits business development.

Borrower Cooperation. Borrower acknowledges that Administrative AgentBorrowers shall cooperate with Agent and use Borrowers’ good faith efforts to facilitate the consummation of each Secondary Market Transaction including, the Sole Lead Arranger or the Lenders may participatewithout limitation, sell or assign a portion of the Commitments to one or more Lenders, and in connection therewith, Borrower shall take all actions as Administrative Agent, the Sole Lead Arranger or the Lenders may reasonably request to assist in such efforts. Without limiting the generality of the foregoing, provided that the following does not alter the economics, Borrower shall, at the request of Administrative Agent or the Sole Lead Arranger by: (i) facilitate amending or causing the review amendment of the Loansany Financing Document, and executing such additional documents, instruments and agreements as may be reasonably required by Lenders in connection with the collateral for relevant Secondary Market Transaction, provided, however, that such proposed amendment(s) does not adversely affect the Loans rights, duties or responsibilities of a Credit Party under this Agreement or any Financing Document by any prospective Lendermore than a de minimis extent; (ii) assist Administrative Agent promptly and the Sole Lead Arranger and otherwise cooperate reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of information offering materials (a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which assistance may include reviewing and commenting on drafts of such information materials and drafting portions thereof)does not conflict with federal or state securities laws; (iii) deliver updated information on Borrowerproviding in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, Guarantoras applicable (each, a “Disclosure Document”), a certificate certifying that Borrowers have carefully examined those sections of such Disclosure Documents, as applicable, pertaining to Borrowers, their Affiliates, the Loan, the Manager and the collateral for Projects and that such sections (and any other sections reasonably requested by a Lender) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Loansstatements made, in the light of the circumstances under which they were made, not misleading; (iv) make representatives of Borrower available causing to meet with prospective Lenders at bank meetingsbe rendered such opinion letters reasonably requested by the Lender for the relevant Secondary Market Transaction; (v) facilitate direct contact between making such representations, warranties and covenants, as may be reasonably requested by a Lender for the senior management Secondary Market Transaction which are consistent with the representations, warranties and advisors of Borrower covenants set forth herein; and any prospective Lender; (vi) use its best efforts to ensure that providing any other information and materials reasonably required in the efforts of Administrative Agent Secondary Market Transaction. Borrowers shall not be responsible for Agent’s or Lenders’ costs and the Sole Lead Arranger benefit materially from its existing banking relationships; and (vii) provide Administrative Agent with all information reasonably deemed necessary by it to complete the participation, sale or assignment successfully. Xxxxxxxx agrees to use commercially reasonable efforts to cooperate with the Administrative Agent, the Sole Lead Arranger and the Lenders, and to take such further reasonable action, expenses in connection with documents a Secondary Market Transaction. Agent and amendments to Lenders shall be responsible for the Loan Documents as may reasonably be required to effect any such participation, sale or assignment, so long as such participation, sale or assignment does not alter the economic terms of the LoansBorrowers’ costs and expenses in connection with a Secondary Market Transaction.

Borrower Cooperation. Borrower acknowledges that Administrative AgentBorrowers shall cooperate with Lenders and use Borrowers’ good faith efforts to facilitate the consummation of each Secondary Market Transaction including, the Sole Lead Arranger or the Lenders may participatewithout limitation, sell or assign a portion of the Commitments to one or more Lenders, and in connection therewith, Borrower shall take all actions as Administrative Agent, the Sole Lead Arranger or the Lenders may reasonably request to assist in such efforts. Without limiting the generality of the foregoing, provided that the following does not alter the economics, Borrower shall, at the request of Administrative Agent or the Sole Lead Arranger by: (i) facilitate amending or causing the review amendment of the Loansany Financing Document, and executing such additional documents, instruments and agreements as may be reasonably required by Lenders in connection with the collateral for relevant Secondary Market Transaction, provided, however, that such proposed amendment(s) does not adversely affect the Loans by rights, duties or responsibilities of a Credit Party under this Agreement or any prospective LenderFinancing Document in a material manner; (ii) assist Administrative Agent promptly and the Sole Lead Arranger and otherwise cooperate reasonably providing such information (including, without limitation, financial information) as may be requested in connection with the preparation of information offering materials (a private placement memorandum, prospectus or a registration statement required to privately place or publicly distribute the securities in a manner which assistance may include reviewing and commenting on drafts of such information materials and drafting portions thereof)does not conflict with federal or state securities laws; (iii) deliver updated information on Borrowerproviding in connection with each of (A) a preliminary and a final private placement memorandum or other offering documents or (B) a preliminary and final prospectus, Guarantoras applicable (each, a “Disclosure Document”), a certificate certifying that Borrowers have carefully examined those sections of such Disclosure Documents, as applicable, pertaining to Borrowers, their Affiliates, the Loan, the ASP and the collateral for Projects and that such sections (and any other sections reasonably requested by a Lender) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Loansstatements made, in the light of the circumstances under which they were made, not misleading; (iv) make representatives of Borrower available causing to meet with prospective Lenders at bank meetingsbe rendered such opinion letters reasonably requested by the Lender for the relevant Secondary Market Transaction; (v) facilitate direct contact between making such representations, warranties and covenants, as may be reasonably requested by a Lender for the senior management Secondary Market Transaction; and advisors of Borrower and any prospective Lender; (vi) use its best efforts to ensure that providing any other information and materials reasonably required in the efforts of Administrative Agent Secondary Market Transaction. Borrowers shall be responsible only for their own costs and the Sole Lead Arranger benefit materially from its existing banking relationships; expenses (including attorneys’ fees) and (vii) provide Administrative Agent with all information reasonably deemed necessary shall not be responsible for any third party costs and expenses incurred by it to complete the participation, sale or assignment successfully. Xxxxxxxx agrees to use commercially reasonable efforts to cooperate with the Administrative Agent, the Sole Lead Arranger and the Lenders, and to take such further reasonable action, Lenders in connection with documents any Secondary Market Transaction; provided, however, that Borrower shall be responsible for an CHICAGO/#2502765.12 amount of up to $5,000 of Agent’s and amendments Lenders’ costs and expenses (including reasonable attorneys’ fees of Agent) relating to the Loan Documents as may reasonably be required to effect any such participation, sale or assignment, so long as such participation, sale or assignment does not alter the economic terms initial syndication of the LoansLoan by MCF.

Borrower Cooperation. Borrower acknowledges that Administrative Agent, the Sole Lead Arranger or the Lenders may participate, sell or assign a portion of the Commitments to one or more Lenders, and in connection therewith, Borrower shall take all actions as Administrative Agent, the Sole Lead Arranger or the Lenders may reasonably request to assist in such efforts. Without limiting the generality of the foregoing, provided that the following does not alter the economics, Borrower shall, at the request of Administrative Agent or the Sole Lead Arranger (i) facilitate the review of the Loans, and the collateral for the Loans by any prospective Lender; (ii) assist Administrative Agent and the Sole Lead Arranger and otherwise cooperate in the preparation of information offering materials (which assistance may include reviewing and commenting on drafts of such information materials and drafting portions thereof); (iii) deliver updated information on Borrower, Guarantor, and the collateral for the Loans; (iv) make representatives of Borrower available to meet with prospective Lenders at bank meetings; (v) facilitate direct contact between the senior management and advisors of Borrower and any prospective Lender; (vi) use its best efforts to ensure that the efforts of Administrative Agent and the Sole Lead Arranger benefit materially from its existing banking relationships; and (vii) provide Administrative Agent with all information reasonably deemed necessary by it to complete the participation, sale or assignment successfully. Xxxxxxxx Borrower agrees to use commercially reasonable efforts to cooperate with the Administrative Agent, the Sole Lead Arranger and the Lenders, and to take such further reasonable action, in connection with documents and amendments to the Loan Documents as may reasonably be required to effect any such participation, sale or assignment, so long as such participation, sale or assignment does not alter the economic terms of the Loans.